Transaction Framework Agreement Sample Contracts

TRANSACTION FRAMEWORK AGREEMENT among DELTA AIR LINES, INC., DELTA MASTER EXECUTIVE COUNCIL, NORTHWEST MASTER EXECUTIVE COUNCIL and AIR LINE PILOTS ASSOCIATION, INTERNATIONAL Dated as of June 26, 2008
Transaction Framework Agreement • July 17th, 2008 • Delta Air Lines Inc /De/ • Air transportation, scheduled • Delaware

THIS TRANSACTION FRAMEWORK AGREEMENT (this “Agreement”), dated as of June 26, 2008, by and among DELTA AIR LINES, INC., a Delaware corporation (“Delta”), DELTA MASTER EXECUTIVE COUNCIL (“Delta MEC”), NORTHWEST MASTER EXECUTIVE COUNCIL (“Northwest MEC”) and the AIR LINE PILOTS ASSOCIATION, INTERNATIONAL (“ALPA”) (collectively, the “Parties”).

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AMENDED AND RESTATED TRANSACTION FRAMEWORK AGREEMENT (INCLUDING AMENDMENTS TO THE SENIOR FACILITIES AGREEMENT AND THE IMPLEMENTATION AGREEMENT)
Transaction Framework Agreement • March 31st, 2014 • Atlatsa Resources Corp • Metal mining
TRANSACTION FRAMEWORK AGREEMENT DATED 16 JUNE 2024 BETWEEN ALLEGO N.V. AND MADELEINE CHARGING B.V. AND MERIDIAM FUND IV, represented by its management company MERIDIAM S.A.S. Allen Overy Shearman Sterling LLP
Transaction Framework Agreement • June 18th, 2024 • Allego N.V. • Services-automotive repair, services & parking

The Company, the Offeror and Meridiam Fund IV are hereinafter also individually referred to as a Party and collectively as the Parties.

DEFINITIVE TRANSACTION FRAMEWORK AGREEMENT BY AND AMONG GENERAL MOTORS LLC, STATE STREET BANK AND TRUST COMPANY, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND PRUDENTIAL FINANCIAL, INC. May 30, 2012
Transaction Framework Agreement • November 16th, 2012 • General Motors Co • Motor vehicles & passenger car bodies • New York

This DEFINITIVE TRANSACTION FRAMEWORK AGREEMENT (this “Agreement”) is entered into as of May 30, 2012 (the “DTFA Execution Date”) by and among The Prudential Insurance Company of America, a New Jersey life insurance company (the “Insurer”), Prudential Financial, Inc., a New Jersey corporation (“Insurer Parent”), General Motors LLC, a Delaware limited liability company (acting in a non-fiduciary capacity as the sponsor of the Plan (the “Company”), and State Street Bank and Trust Company, a Massachusetts trust company, solely in its capacity as the independent fiduciary of the General Motors Retirement Program for Salaried Employees (the “Plan”) with authority and responsibility to represent the Plan and its Plan Participants and Plan Beneficiaries in regard to the transactions set forth herein (the “Independent Fiduciary”). The Insurer, Insurer Parent, the Company, and the Independent Fiduciary as the representative of the Plan are referred to collectively herein as the “Parties.”

Transaction Framework Agreement between Veoneer Sweden AB, Veoneer AB, Veoneer US, Inc., Volvo Car Corporation AB, ZTWO Company AB and Zenuity AB In relation to Zenuity Group
Transaction Framework Agreement • October 23rd, 2020 • Veoneer, Inc. • Motor vehicle parts & accessories

Table of Contents 1. Definitions 2 2. The Transaction 10 2.1 Transactional steps 10 2.1.2 Structuring 10 2.1.3 Asset transfers 10 2.1.4 Share transfers 10 2.1.5 Intellectual property licenses 11 2.1.6 ZeVu agreements 11 2.1.7 Transitional services 11 2.1.8 Amsterdam Data Cluster 12 2.1.9 Post-Closing relationship between the Owners 12 3. Transaction principles 12 3.1 General principles 12 3.2 Assets, liabilities and contracts 13 3.3 Parent Guarantees 13 3.4 Unidentified Assets 14 3.5 Wrong Pocket Assets 17 3.6 Residual Assets 18 3.7 Intellectual Property 18 3.8 Premises 19 3.9 Liability 20 3.10 Valuation; Post-Closing Adjustments 20 4. Closing 21 4.1 Closing Date 20 4.2 Closing obligations 20 4.3 Terminated Agreements 23 5. Post-Closing obligations 23 5.1 Non-Solicitation 23 5.2 Preserved Information 24 5.3 Beyonav earn-out 25 6. Miscellaneous 25 6.1 Further assurance 25 6.2 Notices 26 6.3 Fees and expenses 28 6.4 Assignment 28 6.5 No waiver 28 6.6 Entire agreement 28 6.7 Schedules inc

TRANSACTION FRAMEWORK AGREEMENT
Transaction Framework Agreement • April 29th, 2014 • Shanda Games LTD • Services-business services, nec • Hong Kong

WHEREAS, Buyer desires to purchase or cause its Affiliates to purchase, and Seller desires to sell or cause its Affiliates to sell, the Business (as hereinafter defined);

TRANSACTION FRAMEWORK AGREEMENT dated as of May 7, 2013 by and among PPSTREAM INC. Chuan Ju Hu Dong (Beijing) Technology Co., Ltd. and Qiyi.com, Inc. Beijing Qiyi Century Science & Technology Co., Ltd.
Transaction Framework Agreement • March 28th, 2014 • Baidu, Inc. • Services-computer programming, data processing, etc. • Hong Kong

This Transaction Framework Agreement (this “Agreement”) is dated as of May 7, 2013, by and among Qiyi.com, Inc., a company incorporated under the laws of the Cayman Islands (“Buyer”), Beijing Qiyi Century Science & Technology Co., Ltd. , a limited liability company organized under the laws of the PRC (“Buyer WFOE”, together with Buyer, “Buyer Group”)), PPSTREAM INC., an exempted limited liability company organized under the laws of the Cayman Islands (“Seller” or the “Company”), Chuan Ju Hu Dong (Beijing) Technology Co., Ltd. , a limited liability company organized under the laws of the PRC (“Beijing WFOE”).

DATED 2013
Transaction Framework Agreement • October 16th, 2022

A The Company is incorporated as a joint stock company under the laws of Serbia and is wholly owned by the GoS. Etihad is the national airline of the capital of the U.A.E., Abu Dhabi.

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